VOICE MEDIA INCORPORATED, a corporation, and RON LEVI and PAUL
LESSER, individually and as officers of the corporation.

File No. 002 3003

AGREEMENT CONTAINING CONSENT ORDER TO CEASE AND DESIST

The Federal Trade Commission ("Commission") has conducted an investigation of
certain acts and practices of Voice Media Incorporated, Ron Levi and Paul Lesser
("Proposed Respondents"). Proposed Respondents, having been represented by
counsel, are willing to enter into an agreement containing a consent order resolving the
allegations contained in the attached draft complaint. Therefore,

IT IS HEREBY AGREED by and between Proposed Respondents and their attorney, and counsel
for the Commission that:

1. Proposed Respondent Voice Media Incorporated is a Nevada corporation with its
principal office or place of business at 2533 North Carson Street, Suite 1091, Carson
City, Nevada 89706.

2. Proposed Respondent Ron Levi is an owner and officer of the corporate respondent.
Individually or in concert with others, he formulates, directs, or controls the policies,
acts, or practices of the corporation, including the acts or practices alleged in this
complaint. His principal office or place of business is the same as that of Voice Media
Incorporated.

3. Proposed Respondent Paul Lesser is an owner and officer of the corporate respondent.
Individually or in concert with others, he formulates, directs, or controls the policies,
acts, or practices of the corporation, including the acts or practices alleged in this
complaint. His principal office or place of business is the same as that of Voice Media
Incorporated.

4. Proposed Respondents admit all the jurisdictional facts set forth in the draft
complaint.

5. Proposed Respondents waive:

a. any further procedural steps;

b. the requirement that the Commission's decision contain a statement of findings of
fact and conclusions of law; and

c. all rights to seek judicial review or otherwise to challenge or contest the validity
of the order entered pursuant to this agreement.

6. This agreement shall not become part of the public record of the proceeding unless
and until it is accepted by the Commission. If this agreement is accepted by the
Commission, it, together with the draft complaint, will be placed on the public record for
a period of thirty (30) days and information about it publicly released. The Commission
thereafter may either withdraw its acceptance of this agreement and so notify Proposed
Respondents, in which event it will take such action as it may consider appropriate, or
issue and serve its complaint (in such form as the circumstances may require) and decision
in disposition of the proceeding.

7. This agreement is for settlement purposes only and does not constitute an admission
by Proposed Respondents that the law has been violated as alleged in the draft complaint,
or that the facts as alleged in the draft complaint, other than the jurisdictional facts,
are true.

8. This agreement contemplates that, if it is accepted by the Commission, and if such
acceptance is not subsequently withdrawn by the Commission pursuant to the provisions of
Section 2.34 of the Commission's Rules, the Commission may, without further notice to
Proposed Respondents, (1) issue its complaint corresponding in form and substance with the
attached draft complaint and its decision containing the following order in disposition of
the proceeding, and (2) make information about it public. When so entered, the order shall
have the same force and effect and may be altered, modified, or set aside in the same
manner and within the same time provided by statute for other orders. The order shall
become final upon service. Delivery of the complaint and the decision and order to
Proposed Respondents' address as stated in this agreement by any means specified in
Section 4.4(a) of the Commission's Rules shall constitute service. Proposed Respondents
waive any right they may have to any other manner of service. The complaint may be used in
construing the terms of the order. No agreement, understanding, representation, or
interpretation not contained in the order or in the agreement may be used to vary or
contradict the terms of the order.

9. Proposed Respondents have read the draft complaint and consent order. They
understand that they may be liable for civil penalties in the amount provided by law and
other appropriate relief for each violation of the order after it becomes final.

ORDER

Definitions

For purposes of this order, the following definitions shall apply:

1. "Age verification fee" shall mean any fee charged by Respondents to verify
that a consumer is of a legal age to view adult entertainment goods or services. Use of an
age verification fee shall not preclude Respondents from advertising, promoting, or
offering a "free" or "trial" period so long as the amount of the age
verification fee is clearly and conspicuously disclosed immediately prior to any
"free" or "trial" offer.

2. "Cancellation" shall mean a consumer
has communicated to Respondents, in any manner allowed by the cancellation provisions of
the terms and conditions of Respondents' offer, the decision to discontinue his or her
contractual relationship with Respondents.

3. "Check-off procedure" shall mean a
process by which a consumer is required to click on an item of information, thereby
indicating that the consumer has received the information or has agreed to the stated
terms.

4. "Clear(ly) and conspicuous(ly)" shall mean of
a size and shade appearing on the Web page in a manner so as to be reasonably unavoidable,
and is presented prior to the consumer incurring any financial obligation, and uses
language and syntax sufficient for an ordinary consumer to read and understand the
disclosure. Moreover, nothing contrary to, inconsistent with, or that otherwise interferes
with a consumer's understanding of the disclosure shall be used in any advertisement.
Further, a subsequent disclosure only limits or qualifies a prior disclosure and cannot
cure a false claim.

5."Hyperlink" shall mean a link on a Web
page that leads to another Web page on the same or a different Web site. Such link must be clear and conspicuous, appear in close proximity
to the information it modifies and must be labeled in a manner that conveys the
importance, nature and relevance of the information to which it leads.

7. "Internet" shall mean a worldwide system of
linked computer networks that use a common protocol (TCP/IP) to deliver and receive
information. The "Internet" includes but is not limited to the following forms
of electronic communication: electronic mail and e-mail mailing lists, the World Wide Web,
Web sites, newsgroups, Internet Relay Chat, and file transfers protocols thereon, and
remote computer access from anywhere in the world thereto.

8. "Notice" shall mean any method reasonably calculated to inform a consumer,
including, but not limited to: by U.S. mail, e-mail, or through a Web site.

9. "World Wide Web" or "Web" shall
mean a system used on the Internet for cross-referencing and retrieving information. A
"web site" is a set of electronic documents, usually a home page and subordinate
pages, readily viewable on computer by anyone with access to the Web, standard software,
and knowledge of the web site's location or address.

I.

IT IS ORDERED that Respondents, directly or through any
corporation, subsidiary, division, or other device, in connection with the advertising,
promotion, offering for sale, or sale of any goods or services, shall not make or assist
in the making of any false or misleading representation of material fact, or omission of
material information, directly or by implication, orally or in writing, including, but not
limited to, any false or misleading representation:

A. That Respondents will not charge consumers for goods or
services during any free-trial period;

B. That Respondents are offering goods or services that are
"free," "without risk," "without charge," or described by
words of similar import denoting or implying the absence of any obligation on the part of
the recipient of such offer to pay for the goods or services;

C. That a request for a consumer's credit or debit card
number is for age verification only; and

D. Concerning the purpose or use for which the Respondents
request a consumer's payment, billing, or other personal identifying information.

II.

IT IS FURTHER ORDERED that Respondents, directly or
through any corporation, subsidiary, division, or other device, in connection with the
advertising, promotion, offering for sale, or sale of any goods or services on or through
the Internet, shall not request any payment information, except for purposes of age
verification, from any consumer prior to ensuring that the consumer has accessed the
following material terms and conditions, which shall be stated clearly and conspicuously,
separately from all other disclosures, and in a manner that requires a consumer to
separately acknowledge, by a check-off procedure, having received notice of each of the
following:

A. The monthly, or other applicable recurring membership cost, and the length of any
free or trial membership;

B. The way(s) in which a consumer may cancel, including any limitation on the time
period during which a consumer must cancel in order to avoid charges;

C. A telephone number, facsimile number, and e-mail address where consumers can contact
Respondents; and

D. Access to the complete terms and conditions of Respondents' offer, which may be
posted on a separate Web page as long as a consumer can obtain access to the page through
a direct hyperlink and the information is set forth clearly and conspicuously.

III.

IT IS FURTHER ORDERED that Respondents, directly or
through any corporation, subsidiary, division, or other device, in connection with the
advertising, promotion, offering for sale, or sale of any goods or services on or through
the Internet, shall not:

A. Bill any consumer who has not affirmatively agreed to purchase such goods or
services; and

B. Bill any consumer after the expiration of any free or trial offer of any length
without having first clearly and conspicuously posted notice of the expiration of the
offer or provided access to such information by means of a clear and conspicuous hyperlink
on Respondents' log-in page. Such a hyperlink should take a consumer directly to a means
by which the consumer can immediately learn the expiration date or days remaining in the
offer. Such notice shall appear on Respondents' Web site at least once between ten (10)
days and three (3) days before the date the consumer's right to cancel any free or trial
offer expires. The notice shall inform the consumer that he or she must cancel before the
expiration date to avoid incurring any charges, and shall include a clear and conspicuous
hyperlink to Respondents' cancellation Web page.

IV.

IT IS FURTHER ORDERED that Respondents, directly or
through any corporation, subsidiary, division, or other device, in connection with the
advertising, promotion, offering for sale, or sale of any goods or services, shall not:

A. Unilaterally change any terms or conditions of Respondents' offer in a way that would
increase the consumer's financial obligations to Respondents; or

B. Materially alter the cancellation or refund procedures or terms,

without first providing a consumer with fifteen (15) days notice and an opportunity to
cancel. Such notice shall be made clearly and conspicuously.

V.

IT IS FURTHER ORDERED that Respondent Voice Media
Incorporated, and its successors and assigns, and Respondents Ron Levi and Paul Lesser,
shall, for a period of five (5) years after the last date of dissemination of any
representation covered by this order, maintain and upon request make available to the
Federal Trade Commission for inspection and copying upon receipt of reasonable notice of
not less than seven (7) calendar days:

A. All advertisements and promotional materials containing
the representation;

B. All materials that were relied upon in disseminating the
representation; and

C. All tests, reports, studies, surveys, demonstrations, or
other evidence in their possession or control that contradict, qualify, or call into
question the representation, or the basis relied upon for the representation, including
complaints and other communications with consumers or with governmental or consumer
protection organizations.

VI.

IT IS FURTHER ORDERED that Respondent Voice Media
Incorporated, and its successors and assigns, and Respondents Ron Levi and Paul Lesser,
shall deliver a copy of this order to all current and future principals, officers,
directors, and managers, and to all current and future employees, agents, and
representatives having responsibilities with respect to the subject matter of this order,
and shall secure from each such person a signed and dated statement acknowledging receipt
of the order. Respondent shall deliver this order to current personnel within thirty (30)
days after the date of service of this order, and to future personnel within thirty (30)
days after the person assumes such position or responsibilities.

VII.

IT IS FURTHER ORDERED that Respondent Voice Media
Incorporated, and its successors and assigns, shall notify the Commission at least thirty
(30) days prior to any change in the corporation that may affect compliance obligations
arising under this order, including, but not limited to, dissolution, assignment, sale,
merger, or other action that would result in the emergence of a successor corporation; the
creation or dissolution of a subsidiary, parent, or affiliate that engages in any acts or
practices subject to this order; the proposed filing of a bankruptcy petition; or a change
in the corporate name or address. Provided, however, that, with respect to any proposed
change in the corporation about which Respondent learns less than thirty (30) days prior
to the date such action is to take place, Respondent shall notify the Commission as soon
as is practicable after obtaining such knowledge. All notices required by this Part shall
be sent by certified mail or other means of return receipt delivery to the Associate
Director, Division of Enforcement, Bureau of Consumer Protection, Federal Trade
Commission, Washington, D.C. 20580.

VIII.

IT IS FURTHER ORDERED that Respondents Ron Levi and Paul
Lesser, for a period of four (4) years after the date of issuance of this order, shall
each notify the Commission of the discontinuance of his current business or employment, or
of his affiliation with any new business or employment where the duties and
responsibilities of such employment are subject to the provisions of this order. The notice shall include Respondent's new business address and
telephone number and a description of the nature of the business or employment and his
duties and responsibilities. All notices required by this Part shall be sent by certified
mail to the Associate Director, Division of Enforcement, Bureau of Consumer Protection,
Federal Trade Commission, Washington, D.C. 20580.

IX.

IT IS FURTHER ORDERED that Respondent Voice Media
Incorporated, and its successors and assigns, and Respondents Ron Levi and Paul Lesser,
shall within sixty (60) days after the date of service of this order, and at such other
times as the Federal Trade Commission may require, file with the Commission a report, in
writing, setting forth in detail the manner and form in which it has complied with this
order.

X.

This order will terminate twenty (20) years from the date
of its issuance, or twenty (20) years from the most recent date that the United States or
the Federal Trade Commission files a complaint (with or without an accompanying consent
decree) in federal court alleging any violation of the order, whichever comes later;
provided, however, that the filing of such a complaint will not affect the duration of:

A. Any Part in this order that terminates in less than
twenty (20) years;

B. This order's application to any Respondent who is not
named as a defendant in such complaint; and

C. This order if such complaint is filed after the order
has terminated pursuant to this Part.

Provided, further, that if such complaint is dismissed or
a federal court rules that the Respondent did not violate any provision of the order, and
the dismissal or ruling is either not appealed or upheld on appeal, then the order will
terminate according to this Part as though the complaint had never been filed, except that
the order will not terminate between the date such complaint is filed and the later of the
deadline for appealing such dismissal or ruling and the date such dismissal or ruling is
upheld on appeal.

Signed this ___ day of __________________, .

VOICE MEDIA INCORPORATED

By:

RON LEVI, individually and as an officer of Voice Media
Incorporated
PAUL LESSER, individually and as an officer of Voice Media Incorporated